Colden Investments S.A. holds 27.6% of GeoPark Ltd, while Jaime Gilinski is attributed 27.9% in an activist 13D position. The Miranda Transaction is expected to make Gilinski and affiliates controlling shareholders, with governance rights and a post-closing tender offer obligation shaping GeoPark’s ownership structure.

Key Highlights

  • Colden Investments owns 17,915,791 GeoPark common shares, representing 27.6% of the outstanding shares.
  • PEH agreed to exchange 95% of Energy Assets International for 42,135,872 to 47,557,461 newly issued GeoPark common shares.
  • PEH must launch a post-closing tender offer at $12.22 per share, capped at $100 million in aggregate.

GeoPark Ltd (NYSE: GPRK) is the subject of an activist 13D position held by Colden Investments S.A. and attributed to Jaime Gilinski. Colden owns 27.6% of GeoPark’s common shares, while Gilinski is attributed 27.9%. The filing describes the Miranda Transaction, the Reporting Persons’ expected status as controlling Shareholder after closing, governance rights and a tender offer obligation. The position covers 17,915,791 common shares held by Colden and 18,115,791 shares attributed to Gilinski.

Gilinski Position Details

Colden’s position consists of GeoPark common shares with a Par Value of $0.001 per share. The shares are treated as beneficially owned by Gilinski through his ownership of Colden. Gilinski’s reported position also includes 200,000 common shares held by Spaldy Investments Limited, a British Virgin Islands Business company. The amendment describes the Miranda Transaction and the governance arrangements agreed with GeoPark.

Miranda Shares Pending

In exchange, PEH agreed to receive between 42,135,872 and 47,557,461 newly issued GeoPark common shares. The number of additional shares depends on the applicable corporate income tax rate in Venezuela at closing. The shares are to be issued to PEH when the transaction closes. Completion depends on standard conditions, including government and other approvals or licenses. Following closing, the Reporting Persons are expected to become GeoPark’s controlling shareholder.

Governance Rights And Tender

Those matters include Equity issuance exceeding 5% of fully diluted share capital, certain governing-document amendments and related-party transactions. PEH consent is also required for changes to the board’s size, dividends outside GeoPark’s existing Dividend policy and redemptions of outstanding share capital, subject to the agreement’s ownership condition. Board nomination rights vary with ownership. PEH may nominate one director at the 7.5% threshold, two at 15%, three at 28%, four at 40% and at least five at 50%, provided the applicable ownership levels are maintained by PEH and its affiliates. The agreement also gives PEH customary registration rights, including Demand and piggyback rights for underwritten offerings. Those governance provisions become effective when the share purchase agreement closes.